1. DESCRIPTION OF THE SERVICES. The services supplied by WebVantage Marketing consist of , marketing, website evaluation, design, and , optimization, and online management (the “Services”). The Services allow you as a client to enhance your brand name exposure online.
2. ACCESS TO THE SERVICES. The Services, together with the www.webvantagemarketing.com site and domain name and any other pages, , content, or application services provided from time to time by WebVantage Marketing (collectively, the “Website”), are and operated by WebVantage Marketing. Subject to the terms and conditions of this Agreement, WebVantage Marketing hereby grants you a non-exclusive license, with no right to sublicense, to copy and particular WebVantage Marketing code on a site you own, manage or run, for the sole purpose of using the Services in connection with such web sites. WebVantage Marketing may change, suspend or cease the Services at any time, the availability of any feature, database, or WebVantage Marketing Content (as defined below). WebVantage Marketing might impose limits on specific and services or limit your access to parts or all the Services without notification or liability. WebVantage Marketing reserves the right, in its sole discretion, to customize this Agreement at any time by publishing a notice on the Website, or by sending you a notification by means of e-mail or postal mail. You will be responsible for examining and becoming familiar with any such adjustments. Your use of the Services following such notice constitutes your approval of the terms and conditions of this Agreement as adjusted.
You represent and warrant to WebVantage Marketing that: (i) you are are of legal age to form a binding agreement, and you are at least 13 years or age or older; (ii) all registration details you submit is accurate and genuine; and (iii) you maintain the accuracy of such information. You also that you are lawfully permitted to utilize and access the Services and take complete responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.
3. WEBVANTAGE MARKETING CONTENT. The Website, the Services, and their contents may only be utilized in accordance with the this Agreement. All materials showed or carried out on the Website or in the Services, including, but not limited to text, graphics, posts, pictures, images, illustrations (also referred to as the “WebVantage Marketing Content,”) are by copyright. You shall abide by all copyright notifications, policies, , and restrictions included in any WebVantage Marketing Content accessed through the Services, and shall not make use of, copy, replicate, modify, translate, publish, broadcast, transmit, , perform, , , license, or otherwise exploit for any whatsoever any WebVantage Marketing Content or other proprietary rights not owned by you: (i) without the express prior written approval of the respective owners, and (ii) in any way that violates any right. You download or copy the WebVantage Marketing Content (and other items showed on the Website or Services for download) for individual non-commercial use only, provided that you preserve all copyright and other notices contained in such WebVantage Marketing Content. You will not store any significant portion of any WebVantage Marketing Content in any . Copying or keeping of any WebVantage Marketing Content besides personal, noncommercial use is expressly prohibited without prior consent from WebVantage Marketing or from the copyright holder identified in such WebVantage Marketing Content’s copyright notice.
4. YOUR CONTENT. In the course of using the Services, you may offer information which may be utilized by WebVantage Marketing in connection with the Services. You that by providing , materials or details (including without limitation information your end user clients) to WebVantage Marketing or in connection with the Services (, “Your Content”), WebVantage Marketing hereby is and shall be given a nonexclusive, , royalty free, perpetual, irrevocable, sub-licenseable and transferable right to use, process, , copy, recreate, reformat, translate, modify and develop derivative works of Your Content ( all related intellectual property rights) in connection with WebVantage Marketing’s provision of the Services. For , the foregoing license grant to WebVantage Marketing does not influence your ownership of or right to give additional licenses to the in Your Content.
You likewise acknowledge and agree that WebVantage Marketing might use Your Content internally for enhancing the Services, and on an anonymized and aggregate basis for the purposes of marketing and improving the Services. WebVantage Marketing will never your end user customers except as expressly authorized by you in connection with WebVantage Marketing’s provision of the Services.
5. YOUR WARRANTY. If you supply any personally , including personally identifiable information associating with your end user consumers, to WebVantage Marketing, you represent and warrant that (i) you will comply with all appropriate laws relating to the collection, use and disclosure of personally identifiable information, (ii) you published policy on each web site on which you use the Services, which plainly and conspicuously states that (a) you utilize third party to supply certain services to you in connection with such web site, and (b) you may disclose personally information to such service providers for the sole purpose of the provision of services to you, and (iii) you made all needed notifications and obtained all needed approvals and authorizations from your website visitors and end user consumers the disclosure of personally recognizable information to company like WebVantage Marketing. You warrant, represent and agree that you not contribute any material or otherwise make use of the Services in a way that (i) or breaches the intellectual property rights or proprietary rights, rights of publicity or , or other rights of any third party, (ii) breaches any law, statute, ordinance or , (iii) is harmful, , misleading, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, , or otherwise objectionable, (iv) impersonates any person or entity, without restriction any employee or representative of WebVantage Marketing, or (v) consists of a virus, trojan horse, worm, time bomb, or other dangerous computer code, file, or program. WebVantage Marketing reserves the right to get rid of any content from the Services at any time, for any reason (, not limited to, upon receipt of claims or accusations from third parties or authorities such material or if WebVantage Marketing is worried that you may have breached the immediately preceding sentence), or for no at all.
6. . You are responsible for all your activity in connection with the Services. Any , abusive, or otherwise unlawful activity might be for termination of your right to access or make use of the Services. You may not publish or transmit, or cause to be or transmitted, any or solicitation or intended to obtain password, account, or private from user of the Services. Use of the Services to break the security of any computer network, crack passwords or security encryption codes, transfer or prohibited (including that may be considered threatening or ), or take part in any sort of prohibited activity is expressly forbidden. You not utilize the Services to send e-mail campaigns that or display nudity, content, gambling content, pay day loan provider related content, pharmaceutical , unlawful software, viruses, or to distribute any other material that we deem unsuitable. You not run Maillist, Listserv, any kind of auto-responder, or “spam” on the Services, or any that run or are turned on while you are not to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ . Additionally, the use of manual or automated software, devices, or other to “crawl,” “scrape,” or “spider” any page of the Website is strictly forbidden. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You be responsible for withholding, filing, and reporting all taxes, and other governmental assessments connected with your activity in connection with the Services. You acknowledge that all WebVantage Marketing Content and Your Content (together, “Content”) accessed by you making use of the Services is at and you will be entirely responsible for any damage or loss to any resulting therefrom. Under no will WebVantage Marketing be responsible in any way for any Content, , not limited to, any mistakes or omissions in any Content, including without constraint reports produced by the Services, or any loss or damage of any kind sustained in connection with use of or exposure to any Content published, emailed, accessed, sent, or otherwise via the Services. You, not WebVantage Marketing, remain entirely responsible for all Content, including messages, that you submit, publish, email, send, or otherwise distribute , or in connection with, the Services. You acknowledge and agree that your indemnity commitment in Section 10 applies to any claims connecting to your disclosure of any personally recognizable or the monitoring of visitors (including without restriction your end user consumers) on your web site.
7. WARRANTY DISCLAIMER. You acknowledge that WebVantage Marketing has no control over, and no responsibility to take any action concerning: which users to the Services; Content you access by means of the Services; effects the Content may have on you; how you may analyze or make use of the Content; or what actions you might take as a result of having been exposed to the Content. You release WebVantage Marketing from all liability for you having obtained or not Content through the Services. The Services may contain, or direct you to Internet sites or applications consisting of that some individuals might find offensive or inappropriate. WebVantage Marketing makes no representations any material contained in or accessed through the Services, and WebVantage Marketing will not be accountable or liable for the accuracy, copyright compliance, legality or decency of in or accessed through the Services. WebVantage Marketing makes no representations or warranties regarding suggestions or recommendations of services or products provided or acquired through the Services. THE SERVICES CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WebVantage Marketing OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. EMAIL DELIVERABILITY. It is understood that WebVantage Marketing makes no guarantee that HTML messages will be rendered properly on all recipients’ email programs, due to the variety of HTML generation available. WebVantage Marketing makes every attempt to make sure e-mail messages sent out through our servers follow e-mail standards, we can not guarantee that messages will look consistent across all email platforms due to the variety of HTML composition tools available. For example, if you Microsoft Word to generate HTML email messages, it is anticipated that recipients of your message a non-Microsoft email application might have difficulty reading your message. For best results WebVantage Marketing recommends the use of HTML editors that generate HTML that abides by W3C .
10. REGISTRATION AND SECURITY. As a condition to making use of some aspects of the Services, you may be required to register with WebVantage Marketing and set a password and user name (“User ID”). You shall supply WebVantage Marketing with accurate, complete, and registration information. Failure to do so shall constitute a breach of this Agreement, which might lead to immediate termination of your account. You might not (i) choose or use as a User ID a name of another individual with the intent to impersonate that individual; or (ii) use as a User ID a name subject to any rights of an individual other than you without authorization. WebVantage Marketing reserves the right to refuse registration of or cancel a User ID in its discretion. You shall be responsible for maintaining the privacy of your password.
11. INDEMNITY. You will indemnify and hold WebVantage Marketing, its , subsidiaries, affiliates, officers, and employees harmless (, without , from all damages, liabilities, settlements, costs and lawyers’ fees) from any claim or made by any third party due to or arising from your access to the Services, use of the Services, your of this Agreement or appropriate laws, rules or regulations in connection with your use of the Services, or the violation by you or any third party using your account of any or other right of or entity.
12. OF LIABILITY. IN NO EVENT SHALL WEBVANTAGE MARKETING OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF $100 OR THE FEES PAID BY YOU FOR THE SERVICES DURING THE 6-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND WebVantage Marketing’S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
13. AND PAYMENT. WebVantage Marketing reserves the right to payment of costs for certain or all Services. You will pay all applicable fees, as explained on the Website or in rates materials offered to you by an authorized WebVantage Marketing agent in connection with such Services selected by you. WebVantage Marketing reserves the right to alter its and to institute charges at any time, upon notification to you, which might be sent by email or posted on the Website. Your use of the Services following such notice constitutes your acceptance of any or charges. Any charges paid hereunder are non-refundable.
All fees paid to WebVantage Marketing for the Services are non-refundable. Payment for Services should be made by a valid accepted by WebVantage Marketing, unless other payment plans have been made you and a licensed WebVantage Marketing agent. You hereby WebVantage Marketing to charge your based on the contracted Services under the parameters of a ‘paid’ account. Payments will automatically be processed either monthly or depending on the selection you make. Fees are payable in US dollars. If WebVantage Marketing is for any unable to process the automatic payment by means of your credit card, you will be alerted by means of email.
14. THIRD PARTY WEBSITES. The Services may contain sites or services (“Third Party Websites”) that are not owned or managed by WebVantage Marketing. When you gain access to Third Party Websites, you do so at your own risk.
15. TERMINATION. This Agreement will remain force and effect while you use the Services. You end your use of the Services at any time. WebVantage Marketing may terminate or suspend your to the Services at any time, for any reason, and without warning, which might the forfeiture and destruction of all information associated with your membership. WebVantage Marketing may end or suspend any and all Services and access to the Website immediately, without prior notification or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, the Website, and any Content will immediately cease. All of this Agreement which, by their nature, should termination, will survive termination, including, without , ownership , disclaimers, and limitations of liability.
16. MISCELLANEOUS. The failure of either to exercise, in any respect, any right provided for herein shall not be considered a waiver of any additional rights hereunder. If any of this Agreement is discovered to be unenforceable or invalid, that provision shall be or to the minimum degree required so that this Agreement will otherwise stay force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you other than with WebVantage Marketing’s prior written permission. WebVantage Marketing may transfer, or delegate this Agreement and its rights and obligations without authorization. No company, partnership, joint endeavor, or is created as a result of this Agreement and you do not have any authority of any kind to bind WebVantage Marketing in any respect whatsoever. Headings for each area been included above for your benefit, such headings do not have any legal meaning, and might not reflect the material of the they precede.
17. ARBITRATION; GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflict of laws thereof. Any conflict arising from or the subject of this Agreement will be finally settled by arbitration in Sacramento County, California, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one arbitrator with substantial experience in resolving intellectual property and disputes, who shall be picked from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Regardless of the foregoing, each party shall an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all of this Agreement, the parties exclusive jurisdiction and in the United States Federal Courts in the Northern District of California. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not allowed. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND WEBVANTAGE MARKETING ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
18. CONTACT. If you have any concerns, complaints, or claims with respect to the Services, you contact us at [email protected]